Our Board of Directors is our highest governing body. They establish the vision, mission and strategic direction as well as monitor the implementation of the corporate strategy and the overall corporate performance of the Company to ensure transparency, accountability, integrity, and fairness, and to protect the long-term interests of our various stakeholders. They ensure transparency, accountability, integrity and fairness. As such, we updated our mission, vision, and values to reinforce our commitment to our customers and other stakeholders. The Board further reviewed these in the last financial year. 

Through its various committees, the Board also oversees and conducts a review of our overall risk management systems and our material control systems, covering operational, financial, and compliance areas including applicable laws and regulations as well as corporate governance standards. Furthermore, certain matters including the approval of corporate operating and capital budgets, major acquisitions and disposals of assets, major investments and changes in authority and approval limits are reserved specifically for the Board's disposition.


Composition

The Board members are highly qualified and have the ability to thoroughly examine issues and matters that affect the Company. Prior to election, the Nomination Committee, presided by an independent director, reviews the qualification of each member. The nomination and review process are identified in the Nomination Committee Charter and supported by our Manual of Corporate Governance. As stated in our board diversity policy, no director or candidate for directorship shall be discriminated upon by reason of gender, age, disability, ethnicity, nationality or political, religious or cultural backgrounds. As necessary, we use professional search firms or other external sources of candidates (such as director databases setup by director or shareholder bodies) when searching for candidates to the Board.


Eleven Board members are elected and hold office for the ensuing year until the next Annual Stockholders' Meeting (ASM). The President and CEO is elected as the sole executive director while other members as non-executive directors who are not involved in the day-to-day management and operations of the business. Among the members are three independent non-executive directors. These independent directors, as defined by the company, are independent of the company, from management and major/substantial shareholders, and are free from any business or relationship that could materially interfere in their exercise of independent judgment in carrying out their responsibilities as directors.


In compliance with the Philippine Stock Exchange (PSE) and the Securities and Exchange Commission (SEC), we conform with the legal requirement of having at least two Independent Directors or such Independent Directors as shall constitute Twenty Percent (20%) of the members of the Board, whichever is lesser but in no case less than two. As part of our corporate governance best practices and in implementation of our board diversity policy, we have at least one female Independent Director in the Board. None of the company's Independent Directors serve in more than five boards of publicly listed companies and have served the company in the same capacity for more than two terms or nine years, and the Executive Director does not serve any other listed company's Board.


PROFILE OF DIRECTORS

Jaime Augusto Zobel de Ayala
Chairman, Non-executive Director

 

First elected as Director: March 1989
Last re-elected: April 13, 2016
Committee Membership for 2016: Executive Committee
Directorships in other publicly listed companies: Ayala Corporation, Integrated Micro-Electronics, Inc., Bank of the Philippine Islands, Ayala Land, Inc. and Manila Water Company, Inc. (all listed on the Philippine Stock Exchange)
Age and Citizenship: 56, Filipino

Mark Chong Chin Kok
Co Vice-Chairman, Non-executive Director

 

First elected as Director: October 2009; April 2013
Last re-elected: April 13, 2016
Committee Memberships for 2016: Executive Committee and Compensation & Remuneration Committee
Directorship in another publicly listed company: Bharti Infratel Limited (listed on the National Stock Exchange of India and Bombay Stock Exchange)
Age and Citizenship: 52, Singaporean

Fernando Zobel de Ayala
Co Vice-Chairman, Non-executive Director

 

First elected as Director: October 1995
Last re-elected: April 13, 2016
Committee Memberships for 2016: Finance Committee and Compensation & Remuneration Committee 
Directorships in other publicly listed companies: Ayala Corporation, Ayala Land, Inc., Manila Water Company, Inc., Bank of the Philippine Islands and Integrated Micro-Electronics, Inc. (all listed on the Philippine Stock Exchange)
Age and Citizenship: 55, Filipino

Ernest L. Cu
Executive Director, President and CEO

 

Executive Director, President and CEO

First elected as Director: April 2009
Last re-elected: April 13, 2016
Committee Membership for 2016: Executive Committee
Directorship in another publicly listed company: Mr. Cu is not a Director or an executive of any other publicly listed company.
Age and Citizenship: 55, Filipino

Delfin L. Lazaro
Non-executive Director

 

First elected as Director: January 1997
Last re-elected: April 13, 2016
Committee Membership for 2016: Finance Committee (Chairman)
Directorship in other publicly listed companies: Ayala Corporation, Ayala Land, Inc., Integrated Micro-Electronics, Inc. and Manila Water Company, Inc. (all listed on the Philippine Stock Exchange)
Age and Citizenship: 69, Filipino

Samba Natarajan
Non-executive Director

 

First elected as Director: April 2015
Last re-elected: April 13, 2016
Committee Memberships for 2016: Executive Committee and Finance Committee 
Directorship in another publicly listed company: Mr. Natarajan is not a Director of any other publicly listed company.
Age and Citizenship: 50, American

Romeo L. Bernardo
Non-executive Director

 

First elected as Director: September 2001
Last re-elected: April 13, 2016
Committee Memberships for 2016: Finance Committee and Compensation & Remuneration Committee 
Directorships in other publicly listed companies: Aboitiz Power Corporation, Bank of the Philippine Islands, RFM Corporation and National Reinsurance Corporation of the Philippines (all listed on the Philippine Stock Exchange)
Age and Citizenship: 61, Filipino

Jose Teodoro K. Limcaoco
Non-executive Director

 

First elected as Director: April 13, 2016
Committee Membership for 2016: Executive Committee 
Directorship in another publicly listed company: SSI Group, Inc. (listed on the Philippine Stock Exchange)
Age and Citizenship: 53, Filipino

Rex Ma. A. Mendoza
Non-executive and Independent Director

 

First elected as Director: April 2014
Last re-elected: April 13, 2016
Committee Memberships for 2016: Nomination Committee (Chairman), Compensation & Remuneration Committee (Chairman) and Audit Committee
Directorship in another publicly listed company: Mr. Mendoza is not a Director of any other publicly listed company.
Age and Citizenship: 53, Filipino

Manuel A. Pacis
Non-executive and Independent Director

 

First elected as Director: April 2011*
Last re-elected: April 13, 2016
Committee Memberships for 2016: Nomination Committee and Audit Committee (Chairman)
Directorship in another publicly listed company: Mr. Pacis is not a Director of any other publicly listed company.
Age and Citizenship: 71, Filipino

Saw Phaik Hwa
Non-executive and Independent Director

 

First elected as Director: April 2015
Last re-elected: April 13, 2016
Committee Memberships for 2016: Nomination Committee and Audit Committee
Directorship in another publicly listed company: Hour Glass Limited (listed on the Singapore Stock Exchange)
Age and Citizenship: 61, Singaporean

Click here to view the Certifications of Independent Directors.

Board of Directors

  • Jaime Augusto Zobel de Ayala

    CHAIRMAN

  • Fernando Zobel de Ayala

    CO-VICE CHAIRMAN

  • Mark Chong Chin Kok

    CO-VICE CHAIRMAN

  • Ernest L. Cu

    DIRECTOR, PRESIDENT AND CEO

  • Delfin L. Lazaro

    DIRECTOR

  • Samba Natarajan

    DIRECTOR

  • Romeo L. Bernardo

    DIRECTOR

  • Jose Teodoro K. Limcaoco

    DIRECTOR

  • Rex Ma. A. Mendoza

    INDEPENDENT DIRECTOR

  • Manuel A. Pacis

    INDEPENDENT DIRECTOR

  • Saw Phaik Hwa

    INDEPENDENT DIRECTOR